Michael Douglas and Matt Damon Go Behind the Candelabra

It all started, oddly enough, on the set of director Steven Soderbergh's gritty, Oscar-winning 2000 drama Traffic. "Steven said to me, 'You ever think of playing Liberace?'" remembers Michael Douglas of the first time he was approached to portray the ultra-effeminate yet closeted pianist who was the world's highest-paid entertainer for decades. "And I thought, 'This guy's f---ing with me. I'm playing the drug czar! Is this some kind of director's trick?'"

Seven years later, Matt Damon was shooting a cameo in Soderbergh's epic Che when the filmmaker gave him a surprising present: a copy of Scott Thorson's juicy kiss-and-tell book, Behind the Candelabra: My Life With Liberace. "He pointed at Scott on the cover and said, 'You,' and then at Liberace and said, 'Michael Douglas,'" Damon recalls. "I read it the next day and said, 'What the f--- is this thing?'"

He wasn't the only one to have that reaction. On Sunday, May 26, Behind the Candelabra makes its U.S. debut on HBO after innumerable movie studios passed, despite the big names on both sides of the camera. (The biopic will be released in theaters ­internationally after premiering at Cannes this month.)

"The studios loved the script, but they felt it was a tough subject matter and very bold — and they're right," says producer Jerry Weintraub, who had previously worked with Soderbergh and Damon on Ocean's Eleven, Twelve and Thirteen. "Then again, I'm very bold, and when people tell me they don't want to do something, it makes me want to do it even more."

The studios may have been scared off by the film's outré gay subject matter. Liberace and Thorson's sequin-encrusted love affair began when the decades-younger Thorson was a teen, continued through years of hard-core drug abuse, rampant promiscuity and plastic surgery (Liberace creepily insisted on paying for operations to make Thorson more closely resemble...Liberace) and ended with a tabloid-headline-grabbing palimony lawsuit, settled shortly before the entertainer's death from AIDS-related pneumonia in 1987.

But Soderbergh insists Candelabra isn't an exercise in lurid camp. "People are going to be surprised at how emotional it is," he says. "The relationship is not a joke, and I'm not making fun of them."

The film's stars weren't afraid to dive right in. "It's one thing for me to take on this great, colorful role, but Matt had a lot more on the line than I did," Douglas demurs. "I don't know if in the prime of my career I would've necessarily taken this role." For his part, Damon says, "In the world we live in today, I don't see this as risky. There's a lot more understanding, because people aren't locked in a closet anymore. Anderson Cooper came out, and literally nobody cared. And if you're working with a great ­director, I just don't see it as a risk."

It may be the last time Damon and Douglas work with Soderbergh. The quixotic helmer says he's retiring indefinitely but feels as if he's going out on a high note with Candelabra. "In my mind, there are a lot of connections to sex, lies and videotape," he says, referring to his breakout 1989 feature. "That was a relationship movie, and the heart of it was two people in a room. The difference here is that, more often than not, they're in a hot tub. It just felt like a natural kind of chapter close."

The 68-year-old Douglas isn't slowing down, however, after winning a battle with throat cancer that caused a delay in Candelabra's production and informed his work in an emotionally raw deathbed scene with Damon. Shooting that sequence was strange, Douglas admits. "But part of the reason I wanted to play Liberace is that he was so full of life."

Damon didn't talk to Douglas about his health but says, "You get a lot of wisdom when you come through something like that. I could see how intense it was for him."

Candelabra's other boudoir scenes between Liberace and Thorson weren't nearly as difficult to shoot. "Matt's such a good actor," Douglas says. "It was easy to fall in love with him and want to make him happy." Adds Damon, "It was easier for Michael and me to play it, too, because we're both in long-term marriages." (Damon recently renewed his vows with wife Luciana Barroso, and Douglas has been wed to Catherine Zeta-Jones for 12 years.) "Doing that intimate stuff is not just about kissing somebody," Damon says. "What sells it is the comfort level you have when you're around each other."

Douglas also had to get comfortable with two-plus grueling hours of makeup a day and months of piano practice to transform himself into the King of Kitsch. "I worked on this part a lot," says Douglas, who met Liberace a few times in the '50s and early '60s. "My father [Kirk Douglas] had a house in Palm Springs I used to go out to in the summertime, and I remember passing Liberace in his convertible."

Weintraub, who worked with Elvis and Sinatra in the '60s and knew Liberace socially (although, he insists, "I didn't sleep with him!"), shares a different automotive memory. "I used to go to his house for parties, and the Rolls-Royce that Thorson drives him on stage in — that was his bar," Weintraub says. "You sat in the back and they served you champagne and caviar. He was as flamboyant off stage as he was on stage."

Behind the Candelabra captures the darkness lurking just beneath that blindingly shiny surface. "Liberace was a very talented, complicated, conflicted man," Weintraub says. "He was Madonna and Lady Gaga and Elton John — but he couldn't come out and have a life and a lover like Elton does. The only thing I'm sorry about is that Liberace won't be here to see the rebirth of his career."

Behind the Candelabra airs Sunday, May 26 at 9/8c on HBO.

Subscribe to TV Guide Magazine now!